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A board of directors is an executive committee that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws ...
BoardSource, formerly the National Center for Nonprofit Boards, is an American nonprofit organization founded in 1988. Its mission is "to inspire and support excellence in nonprofit governance and board and staff leadership".
A board of directors is exposed to a variety of legislated liabilities, fiduciary and other duties. Responsibilities include unpaid wages, unpaid taxes, environmental damage, etc. By subjecting directors to such liabilities and fiduciary, directors are forced to make decisions and establish policies in a way that minimizes risks.
In a non-profit corporation, the "agency problem" is even more difficult than in the for-profit sector, because the management of a non-profit is not even theoretically subject to removal by the charitable beneficiaries. The board of directors of most charities is self-perpetuating, with new members chosen by vote of the existing members.
Carver's model clarifies the separation by having the board explicitly state the board's and CEO's jobs in a set of written policies (hence the name Policy Governance). This set of policies is divided into four types. One is the organization's goals (or Ends), and three are about the means the board and CEO employ to attain those ends.
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